Examples of Option Cancellation Agreements in a sentence
At the Closing, (i) the Sellers shall deliver to Purchaser, free and clear of any Lien and restriction on transfer (other than any restrictions under the Securities Act and applicable state securities Laws), all certificates representing the Shares, each duly endorsed in blank or with duly executed stock powers attached and (ii) the Seller Representative shall deliver to Purchaser executed counterparts of the Stock Option Cancellation Agreements for all of the Optionholders.
No adjustment has been made for the effects of the Option Cancellation Agreements and anticipated replacement by new Options by the combined entity as the full financial effects of the replacement Options are not known at this time.
At the Effective Time and subject to Buyer’s receipt of the TopCo Certificates and Option Cancellation Agreements or Optionholder Acknowledgment in accordance with Section 2.8, Buyer shall (A) issue to the TopCo Sellers an aggregate amount of Buyer Common Stock equal to the Stock Consideration, and (B) pay the TopCo Sellers an aggregate amount in cash equal to the Cash Consideration, in each case, to each TopCo Seller in the amounts specifically as set forth in the Payment Spreadsheet.
Section 4.9(m) of the Company Disclosure Letter sets forth all amounts payable by the Company at the Closing pursuing to the Option Cancellation Agreements (all of which payments, for the avoidance of doubt, shall be deemed to be Change in Control Payments for purposes of this Agreement).
Concurrently with the execution and delivery of this Agreement, the Company is delivering to Parent the Option Cancellation Agreements and Option Modification Agreements listed on Schedule 5.6(d) of the Company Disclosure Schedule executed by the applicable optionees and shall take all actions necessary to enforce such agreements prior to the Effective Time.